[LETTERHEAD OF THAV, GROSS, STEINWAY & BENNETT]
May 5, 2000
Galaxy Industries Corporation
c/o Precision Partners, Inc.
5605 N. MacArthur Boulevard, Suite 760
Irving, Texas 75038
Re: Guarantee of $100,000,000 12% Senior Subordinated
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Notes due 2009 OF Precision Partners, Inc.
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Ladies and Gentlemen:
As local counsel to Galaxy Industries Corporation, a
Michigan corporation (the "Company") we are furnishing this opinion in
connection with the proposed issuance and exchange of up to $100,000,000
aggregate principal amount of 12% Senior Subordinated Notes due 2009 (the
"New Notes") of Precision Partners, Inc., the Company's parent ("Precision"),
for an equal principal amount of Precision's 12% Senior Subordinated Notes
due 2009 outstanding on the date hereof (the "Old Notes"), to be issued
pursuant to the Indenture dated as of March 19, 1999 (as amended by the First
Supplemental Indenture thereto, dated October 15, 1999, and the Second
Supplemental Indenture thereto, dated October 29, 1999, the "Indenture"), by
and among Precision, as issuer, the Company and the other Subsidiary
Guarantors named therein, as guarantors, and The Bank of New York, as trustee
(the "Trustee"). The Old Notes are, and the New Notes will be, guaranteed
(each a "Subsidiary Guarantee") on a joint and several basis by the Company
and each of the other Subsidiary Guarantors.
In so acting, we have examined the following documents
received from the Company: Unanimous Written Consent Action of the Board of
Directors of Galaxy Industries Corporation, Officer's Certificate in Support
of Legal Opinion - Galaxy Industries Corporation(1), Officer's Certificate in
Support of Legal Opinion - Precision Partners, Inc., and the Subsidiary
Guarantee. We have relied upon the accuracy of such documents as of the date
and time this opinion is tendered to the designated recipient and have
assumed the completeness of such documents, as well as the genuineness of the
signatures, authenticity of the documents and the conformity of such
documents to originals of all documents purporting to be copies, as well as
the delivery of such documents. We have also assumed that: (i) the Subsidiary
Guarantee, the New Notes, Old Notes and the Indenture, and all related
instruments and documents do not contain within such documents an express or
implied requirement or representation that the entry into such documents be
approved by the stockholders of the Company; (ii) the Unanimous Written
Consent Action of the Board of Directors of Galaxy Industries Corporation, a
copy of which is atttached hereto as Exhibit "A," has not been rescinded or
modified since such date; and (iii) that the Bylaws and Articles of
Incorporation of the Company have not been amended or otherwise modified
since March 30, 2000.
Based upon the foregoing, we are of the opinion that the
Subsidiary Guarantee has been duly authorized, executed and delivered by the
Company.
The opinions expressed herein are limited to the laws of the
State of Michigan, as currently in effect.
We hereby consent to the filing of this opinion as Exhibit 5.3
to the Registration Statement on Form S-4 filed by the Company to register its
Subsidiary Guarantee of the New Notes under the Securities Act of 1933 and to
the reference to us under the caption "Legal Matters" in the Prospectus
constituting a part of such Registration Statement.
Very truly yours,
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(1) The Unanimous Written Consent Action of the Board of Directors of Galaxy
Industries Corporation and the Subsidiary Guarantee are attached as exhibits
to the Officer's Certificate in Support of Legal Opinion - Galaxy Industries
Corporation.